'Set Me Free Why Don't You Babe' Song Meaning & Lyrics To 'You Keep Me Hangin' On' By The Supremes

"Set me free, why don't you babe / Get out my life, why don't you babe" -- so begins the Supremes' 1966 chart-topper "You Keep Me Hangin' On." For mid-'60s commercial pop, this is a desperate, raw and even scary track. Our narrator is at the end of her rope, having lost all agency in her life and begging for her tormentor to cut her loose because she can't bring herself to do it. Unlike previous Supremes hits, this one is propelled by a relentless rock drumbeat, giving us hardly a moment to catch our breath between verse, chorus and verse -- despite the always sugary-sweet vocals from Diana Ross, Florence Ballard and Mary Wilson, this is a swirling, disorienting song. If you find yourself a bit emotionally drained by the time its three minute are up, you're not alone.

“You Keep Me Hanging On” was written by the song writing team of Eddie Holland, Lamont Dozier and Brian Holland, or Holland-Dozier-Holland, the team who wrote a number of songs for the Supremes. With “You Keep Me Hanging On,” they set out to write a rock song for the group. Late in 1966, the song went to number one on the Billboard Hot 100.

Lyrics

Chorus:

Set me free, why don't cha babe?

Get out my life, why don't cha babe?

'Cause you don't really love me

You just keep me hangin' on

You don't really need me

But you keep me hangin' on

Why do you keep a comin' around

Playin' with my heart?

Why don't you get out of my life

And let me make a new start?

Lettin' me get over you

The way you've gotten over me

Chorus

You say, although we broke up

You still wanna be just friends

But how can we still be friends

When seein' you only breaks my heart again?

And there ain't nothin' I can do about it

Woo, set me free, why don't cha babe?

Woo, get out my life, why don't cha babe?

Set me free, why don't cha babe?

Get out my life, why don't cha babe?

You claim you still care for me

But your heart and soul needs to be free

And now that you've got your freedom

You wanna still hold onto me

You don't want me for yourself

So let me find somebody else, hey

Why don't you be a man about it and set me free?

Now you don't care a thing about me, you're just usin' me

Go on, get out, get out of my life

And let me sleep at night

'Cause you don't really love me

You just keep me hangin' on

The song, which had the working title of “Pay Back” is about a woman whose man doesn’t love her, and she is aware of it, but he doesn’t have the courage to end their relationship. According to Dozier, the feelings in the song came out of his own experiences. The song is rooted in proto-funk and rhythm and blues. Reportedly, the song’s guitar sound is rooted in Morse Code-like sound effect, which Dozier heard on the radio before a news announcement.

Vanilla Fudge covered the song the year after the Supremes’ release and it was a top 10 hit in Britain. The Vanilla Fudge version was more than seven minutes long. They also tried to capture the emotions of the lyrics, as the Supremes’ version sounded happier than the message the lyrics were conveying. Their version was used in 2016 in the film War Dogs and in the videogame Mafia III and was used on an episode of Mad Men. It was the basis for Rod Stewart’s later cover as well.

In 1986, Kim Wilde covered the song and it reached number one once again. Wilde’s version, however, was a complete reworking of the original, even changing some of the lyrics. The song also charted in 1996, on Billboard’s Hot Dance Club Play Chart, with Reba McIntyre’s cover. It has been covered by quite a number of additional artists, including Sam Harris, Lisa Hartman, Wilson Pickett, Colourbox, Jackie DeShannon, Aretha Franklin, and The Box Tops.

Although the song did not win a Grammy, it was inducted into the Grammy Hall of Fame in 1999.